• 既有股東率先承諾投資5,000萬美元，並依先前公布之約38億美元投前估值參與本次增資
• 本次投資為先前公告業務合併相關募資的一部分，將支持輝能與TDAC完成業務合併交易。
• 募集資金將用於持續擴大次世代鋰陶瓷電池產能、推進法國敦克爾克超級工廠建設，並配合法國政府最高約13.75億歐元補助，加速全球製造布局。

【2026年7月28日，台灣／紐約】基於先前與 Translational Development Acquisition Corp.（Nasdaq: TDAC，以下簡稱「TDAC」）於2026年5月27日公告的業務合併交易，全球次世代鋰陶瓷電池創新與製造領導企業輝能集團（ProLogium）今日宣布，已獲由既有股東組成之投資財團承諾投資5,000萬美元，作為支持本次業務合併交易相關融資的一部分。該項投資將協助推動輝能集團完成與TDAC的業務合併，並支持公司邁向公開資本市場的重要里程碑。

本次投資為業務合併整體募資計畫的一部分，將用於持續擴大輝能次世代鋰陶瓷電池產能、推進法國敦克爾克超級工廠建設，以及拓展資料中心、航太及機器人等新興應用市場。

輝能集團創辦人暨執行長楊思枬表示：「本次投資是我們推進與TDAC完成業務合併的重要一步，也展現投資人對輝能技術實力與執行能力的高度信心。這筆資金將協助我們持續擴大次世代鋰陶瓷電池量產布局，並加速推進法國敦克爾克超級工廠建設，朝商業化與全球規模化發展邁進。」

TDAC董事長暨執行長Michael B. Hoffman表示：「我們很高興在交易完成前看到輝能持續獲得既有投資人的支持。此次投資不僅充分展現投資人對輝能發展願景的信心，也是支持本次交易融資的重要一環，更再次印證我們當初決定與楊執行長及其團隊合作時，對輝能技術實力與成長策略的堅定信念。」

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顧問團隊
Cohen & Company Capital Markets（Cohen & Company Securities, LLC 旗下部門）擔任輝能集團之獨家財務顧問、首席資本市場顧問及配售代理；Credit Agricole Securities (USA) Inc.（及其關係企業，包括 Crédit Agricole Corporate and Investment Bank）擔任輝能集團的配售代理；Sullivan & Cromwell LLP 與 LCS & Partners 擔任輝能集團的法律顧問；BTIG, LLC 擔任 TDAC 的獨家財務顧問、首席資本市場顧問及配售代理；Venable 擔任 TDAC 的法律顧問。

關於輝能
輝能集團成立於 2006 年，專注於次世代鋰陶瓷電池研發與製造的能源創新領域，擁有超過 1,100 件全球專利（含已核准與申請中）。2013 年，輝能成功將固態電池商業化，產品主要應用於智慧型手機充電裝置；自此已累計向合作夥伴及客戶出貨超過 240 萬顆電池，其中包括應用於車載音響系統的電池，以及約 10,000 顆汽車應用電池樣品。2025 年，輝能集團推出「超流體化無機次世代鋰陶瓷電池」，完整整合固態與液態電池優勢，重新定義兼具規模化量產能力與成本競爭力的次世代電池技術，並於 2026 年再次獲得愛迪生獎金獎殊榮。

輝能亦持續深耕製造技術逾 13 年，率先成功將高效率捲對捲（Roll-to-Roll）陶瓷隔層塗布製程商業化，其桃科廠更成為全球首座公開展示量產線的商業化次世代鋰陶瓷電池超級工廠，證明次世代鋰陶瓷電池並非實驗室技術，而是已可規模化量產的成熟解決方案。

公司首座 GWh 級超級工廠——桃科廠位於台灣桃園。2024 年，輝能於法國巴黎薩克雷（Paris-Saclay）設立首座海外研發中心，為歐洲市場提供客製化技術支援。其位於法國敦克爾克的第二座電池超級工廠已於 2026 年 2 月舉行第一期建設動土典禮，並正進入詳細設計與施工階段。第一期建設完工後設計產能為 4.0 GWh，預計將於 2030 年前逐步達成；敦克爾克廠區整體最高設計產能則可達 44.0 GWh，並將與巴黎薩克雷研發中心密切合作。

關於 TDAC
TDAC 為一家特殊目的收購公司，成立宗旨為透過合併、股份交換、資產收購、股權收購、重組或其他類似業務整合形式，與一個或多個企業完成商業結合。TDAC 可於任何產業、領域或地理區域尋求併購機會，並計畫聚焦於與其管理團隊背景具互補性的產業，同時善用管理團隊識別及收購優質標的的能力。

TDAC 管理團隊由執行長兼董事長 Michael B. Hoffman 與財務長 Avanindra C. Das 領導；其董事會成員另包括 E. Premkumar Reddy、Curtis T. Keith、Matthew A. Kestenbaum 與 Christopher Jarratt。

關於本交易案的重要資訊及如何取得 Important Information and Where to Find It
In connection with the Transaction, ProLogium has filed a registration statement on Form F-4 with the SEC that includes a prospectus with respect to ProLogium’s securities to be issued in connection with the Transaction and a proxy statement with respect to the shareholder meeting of TDAC to vote on the Transaction. This communication, including the investment described herein, does not contain all the information that should be considered concerning the Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Transaction. Before making any voting or investment decision, shareholders of TDAC, investors and other interested persons are advised to read CAREFULLY IN their ENTIRETY, the preliminary proxy statement / prospectus (including any amendments thereto), as well as other documents filed with the SEC, because these documents will contain important information about ProLogium, TDAC and the Transaction. After the registration statement is declared effective, the definitive proxy statement / prospectus to be included in the registration statement will be mailed to shareholders of TDAC as of a record date to be established for voting on the Transaction. The preliminary and definitive proxy statement / prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC’s website at www.sec.gov or by directing a request to: [email protected].

前瞻性聲明 Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, or the Securities Act, and section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on beliefs and assumptions and on information currently available to ProLogium and TDAC. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including the anticipated use of proceeds from the investment described herein, projections of market opportunity, number of customers or users and market share, the capability of ProLogium’s technology, ProLogium’s business plans including its plans to expand globally, the sources and uses of proceeds from the Transaction, the anticipated enterprise value of the combined company following the consummation of the Transaction, any benefits of ProLogium’s partnerships, strategies or plans as they relate to the Transaction, anticipated benefits of the Transaction and expectations related to the terms and timing of the Transaction are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. These statements are based on ProLogium and TDAC’s reasonable expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. These factors are difficult to predict accurately and may be beyond ProLogium and TDAC’s control. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for ProLogium or TDAC to predict these events or how they may affect ProLogium or TDAC. In addition, there will be risks and uncertainties described in the proxy statement / prospectus relating to the Transaction, which is expected to be filed by ProLogium with the SEC and other documents filed by ProLogium or TDAC from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Neither ProLogium nor TDAC can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: the occurrence of any event, change or other circumstances that could delay, impede or prevent the business combination or give rise to the termination of the business combination; the outcome of any legal proceedings that may be instituted against ProLogium or TDAC, the combined company or others following the announcement of the business combination; the inability to complete the business combination due to the failure to obtain approval of the shareholders of ProLogium and TDAC or of the parties to satisfy other conditions to closing; the level of redemptions by TDAC’s public shareholders; the ability to maintain the stock exchange listing standards following the consummation of the business combination; the risk that the business combination disrupts current plans and operations of ProLogium or TDAC as a result of the announcement and consummation of the business combination; the ability to recognize the anticipated benefits of the business combination; costs related to the business combination; changes in applicable laws or regulations; international trade disputes, including threatened or implemented tariffs by the U.S. and threatened or implemented tariffs by foreign countries in retaliation; the ability of ProLogium to execute its business model, including market acceptance of its planned products and services; the combined company’s ability to raise capital; future financial performance of the combined company following the business combination; the possibility that TDAC or the combined company may be adversely affected by other economic, business, and/or competitive factors; risks associated with ProLogium’s efforts to commercialize its products; ProLogium’s ability to maintain its existing agreements with third parties and to negotiate and enter into new definitive agreements on favorable terms, if at all; the impact of competing products on ProLogium’s business; intellectual property-related claims against ProLogium or the combined company; ProLogium’s dependence upon its key personnel and ability to attract and retain such personnel and additional qualified personnel; ProLogium’s ability to source the raw materials for its products; and other risks and uncertainties set forth in the section entitled “Risk Factors” in the registration statement on Form F-4 filed by ProLogium with the SEC and those included under the heading “Risk Factors” in the final prospectus for TDAC’s initial public offering, filed pursuant to Rule 424b(4) on December 23, 2024, and its annual report on Form 10-K for year ended December 31, 2025 and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. There may be additional risks that neither ProLogium nor TDAC presently knows or that ProLogium and TDAC currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by ProLogium, TDAC, their respective directors, officers or employees or any other person that ProLogium and TDAC will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent the views of ProLogium and TDAC as of the date of this communication. Subsequent events and developments may cause those views to change. Except as required by applicable law, neither ProLogium nor TDAC has any duty to, and does not intend to, update or revise the forward-looking statements in this communication or elsewhere after the date of this communication. You should, therefore, not rely on these forward-looking statements as representing the views of ProLogium or TDAC as of any date subsequent to the date of this communication.

徵求委託書之參與人 Participants in Solicitation
ProLogium and TDAC and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the Transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of TDAC and their ownership is set forth in TDAC’s filings with the SEC, including TDAC’s final prospectus for its initial public offering, filed pursuant to Rule 424b(4) on December 23, 2024, its Form 10-K for the year ended December 31, 2025 and subsequent filings under section 16 of the Exchange Act or on Form 10-Q. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of TDAC’s shareholders in connection with the Transaction is set forth in the registration statement containing the preliminary proxy statement/prospectus filed by ProLogium with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov or by directing a request to: [email protected].

不構成要約或招攬 No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of ProLogium or TDAC, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.